Director Shareholding

BAE SYSTEMS PLC
4 April 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
Sir Richard Evans

3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest
Director named in 2 above

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Director named in 2 above

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
N/A

6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Release from trust of shares under contingent award under the Restricted Share 
Plan and part disposal of those shares. Grant of options under the Share Option 
Plan.

7. Number of shares / amount of stock acquired
21,786



8. Percentage of issued class
Not significant

9. Number of shares/amount of stock disposed
8,724

10. Percentage of issued class
Not significant

11. Class of security
Ordinary shares of 2.5p each

12. Price per share
Acquisition on release from trust: nil consideration

Part disposal: 344.5 pence

13. Date of transaction
Release from trust and part disposal: 2 April 2002

14. Date company informed
3 April 2002

15. Total holding following this notification
793,126

16. Total percentage holding of issued class following this notification
Not significant

If a director has been granted options by the company please complete the
following boxes.

17. Date of grant
3 April 2002

18. Period during which or date on which exercisable

From 3 April 2005 until 2 April 2012

19. Total amount paid (if any) for grant of the option
N/A

20. Description of shares or debentures involved: class, number
Ordinary shares of 2.5p each

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
335 pence per share

22. Total number of shares or debentures over which options held following this
notification
793,126 (Share Option Plan/SAYE).

23. Any additional information
The director also has interests in contingent awards over 74,443 shares under 
the Restricted Share Plan and contingent awards/options over 226,213 shares 
under the Performance Share Plan.

24. Name of contact and telephone number for queries


Ann-Louise Holding [phone]

25. Name and signature of authorised company official responsible for making
this notification


Ann-Louise Holding, Assistant Company Secretary

Date of Notification


4 April 2002



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
Michael Lester

3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest
Director named in 2 above

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Director named in 2 above

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
N/A

6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Grant of options under the Share Option Plan.

7. Number of shares / amount of stock acquired
N/A



8. Percentage of issued class
N/A

9. Number of shares/amount of stock disposed


N/A

10. Percentage of issued class
N/A

11. Class of security
N/A

12. Price per share
N/A

13. Date of transaction
N/A

14. Date company informed
N/A

15. Total holding following this notification
492,482

16. Total percentage holding of issued class following this notification
Not significant

If a director has been granted options by the company please complete the
following boxes.

17. Date of grant
3 April 2002

18. Period during which or date on which exercisable

From 3 April 2005 until 2 April 2012

19. Total amount paid (if any) for grant of the option
N/A

20. Description of shares or debentures involved: class, number
290,746 Ordinary shares of 2.5p each

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
335 pence per share

22. Total number of shares or debentures over which options held following this
notification
802,474 (Share Option Plan/SAYE)

23. Any additional information
The director also has interests in contingent awards over 34,359 shares under 
the Restricted Share Plan, contingent awards/options over 114,344 shares under 
the Performance Share Plan, and 144,692 CALS (Capital Amortising Loan Stock). In 
addition, the director has a technical interest in 200,000 ordinary shares and
5,190,180 CALS.

24. Name of contact and telephone number for queries
Ann-Louise Holding [phone]

25. Name and signature of authorised company official responsible for making
this notification
Ann-Louise Holding, Assistant Company Secretary

Date of Notification
4 April 2002



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
Sir Charles Masefield

3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest
Director named in 2 above

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Director named in 2 above

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
N/A

6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Grant of options under the Share Option Plan.

7. Number of shares / amount of stock acquired
N/A

8. Percentage of issued class
N/A

9. Number of shares/amount of stock disposed
N/A

10. Percentage of issued class
N/A

11. Class of security
N/A

12. Price per share
N/A

13. Date of transaction
N/A

14. Date company informed
N/A

15. Total holding following this notification
54,114

16. Total percentage holding of issued class following this notification
Not significant

If a director has been granted options by the company please complete the
following boxes.

17. Date of grant
3 April 2002

18. Period during which or date on which exercisable

From 3 April 2005 until 2 April 2012

19. Total amount paid (if any) for grant of the option
N/A

20. Description of shares or debentures involved: class, number
257,313 Ordinary shares of 2.5p each

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
335 pence per share

22. Total number of shares or debentures over which options held following this
notification
708,092 (Share Option Plan/SAYE)

23. Any additional information
The director also has interests in contingent awards over 30,411 shares under 
the Restricted Share Plan, contingent awards/options over 101,213 shares under 
the Performance Share Plan, and in 1,345 CALS (Capital Amortising Loan Stock)

24. Name of contact and telephone number for queries
Ann-Louise Holding [phone]

25. Name and signature of authorised company official responsible for making
this notification
Ann-Louise Holding, Assistant Company Secretary

Date of Notification
4 April 2002



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
Steven Mogford

3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest
Director named in 2 above

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Director named in 2 above

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
N/A

6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Release from trust of shares under contingent award under the Restricted Share 
Plan and part disposal of those shares. Grant of option under the Share Option 
Plan.

7. Number of shares / amount of stock acquired
3,105

8. Percentage of issued class
Not significant

9. Number of shares/amount of stock disposed
1,246

10. Percentage of issued class
Not significant

11. Class of security
Ordinary shares of 2.5p each

12. Price per share
Acquisition on release from trust: nil consideration

Part disposal: 344.5 pence

13. Date of transaction
Release from trust and part disposal: 2 April 2002

14. Date company informed
3 April 2002

15. Total holding following this notification
106,380

16. Total percentage holding of issued class following this notification
Not significant

If a director has been granted options by the company please complete the
following boxes.

17. Date of grant
3 April 2002

18. Period during which or date on which exercisable

From 3 April 2005 until 2 April 2012

19. Total amount paid (if any) for grant of the option
N/A

20. Description of shares or debentures involved: class, number
233,433 Ordinary shares of 2.5p each

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
335 pence per share

22. Total number of shares or debentures over which options held following this
notification
705,373 (Share Option Plan/SAYE)

23. Any additional information
The director also has interests in contingent awards over 25,533 shares under 
the Restricted Share Plan and contingent awards/options over 42,779 shares under
the Performance Share Plan.

24. Name of contact and telephone number for queries
Ann-Louise Holding [phone]

25. Name and signature of authorised company official responsible for making
this notification
Ann-Louise Holding, Assistant Company Secretary

Date of Notification
4 April 2002



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
George Rose

3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest
Director named in 2 above

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Director named in 2 above

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
N/A

6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Release from trust of shares under contingent award under the Restricted Share 
Plan and part disposal of those shares. Grant of options under the Share Option 
Plan.

7. Number of shares / amount of stock acquired
11,304

8. Percentage of issued class
Not significant

9. Number of shares/amount of stock disposed
4,530

10. Percentage of issued class
N/A

11. Class of security
Ordinary shares of 2.5p each

12. Price per share
Acquisition on release from trust: nil consideration

Part disposal: 344.5 pence

13. Date of transaction
Release from trust and part disposal: 2 April 2002

14. Date company informed
3 April 2002

15. Total holding following this notification
252,875

16. Total percentage holding of issued class following this notification
Not significant

If a director has been granted options by the company please complete the
following boxes.

17. Date of grant
3 April 2002

18. Period during which or date on which exercisable

From 3 April 2005 until 2 April 2012

19. Total amount paid (if any) for grant of the option
N/A

20. Description of shares or debentures involved: class, number
259,701 Ordinary shares of 2.5p each

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
335 pence per share

22. Total number of shares or debentures over which options held following this
notification
851,094 (Share Option Plan/SAYE)

23. Any additional information
The director also has interests in contingent awards over 8,875 shares under the
Restricted Share Plan and contingent awards/options over 107,401 shares under 
the Performance Share Plan.

24. Name of contact and telephone number for queries
Ann-Louise Holding [phone]

25. Name and signature of authorised company official responsible for making
this notification
Ann-Louise Holding, Assistant Company Secretary

Date of Notification
4 April 2002









                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
BAE SYSTEMS plc

2. Name of director
Michael Turner

3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest
Director named in 2 above

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Director named in 2 above

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
N/A

6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Release from trust of shares under contingent award under the Restricted Share 
Plan and disposal of those shares. Grant of options under the Share Option Plan.

7. Number of shares / amount of stock acquired
12,421

8. Percentage of issued class
Not significant

9. Number of shares/amount of stock disposed
12,421

10. Percentage of issued class
Not significant

11. Class of security
Ordinary shares of 2.5p each

12. Price per share
Acquisition on release from trust: nil consideration

Disposal: 344.5 pence

13. Date of transaction
Release from trust and disposal: 2 April 2002

14. Date company informed
3 April 2002

15. Total holding following this notification
259,702

16. Total percentage holding of issued class following this notification
Not significant

If a director has been granted options by the company please complete the
following boxes.

17. Date of grant
3 April 2002

18. Period during which or date on which exercisable

From 3 April 2005 until 2 April 2012

19. Total amount paid (if any) for grant of the option
N/A

20. Description of shares or debentures involved: class, number
277,015 ordinary shares of 2.5p each

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
335 pence per share

22. Total number of shares or debentures over which options held following this
notification
766,666 (Share Option Plan/SAYE)

23. Any additional information
The director also has interests in contingent awards over 55,863 shares under 
the Restricted Share Plan and contingent awards/options over 108,786 shares 
under the Performance Share Plan.

24. Name of contact and telephone number for queries
Ann-Louise Holding [phone]

25. Name and signature of authorised company official responsible for making
this notification
Ann-Louise Holding, Assistant Company Secretary

Date of Notification
4 April 2002





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